URANIUM ENERGY CORP

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THEthree months ended October 31, 2024

(Unaudited–** Expressed in thousands of U.S. dollars unless otherwise stated)**

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited–** Expressed in thousands of U.S. dollars)**

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited–** Expressed in thousands of U.S. dollars, except share and per share data)**

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited–** Expressed in thousands of U.S. dollars)**

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** EQUITY**

(Unaudited - Expressed in thousands of U.S. dollars, except share data**)**

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** EQUITY**

(Unaudited - Expressed in thousands of U.S. dollars, except share data**)**

October 31, 2024

Uranium Energy Corp. was incorporated in the State of Nevada on* May 16, 2003.*Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company” or “we”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates, on projects located in the United States, Canada and the Republic of Paraguay.

As at* October 31, 2024*, we had working capital (current assets less current liabilities) of $248.49 million including cash and cash equivalents of $190.60 million and purchased uranium inventories of $64.63 million. We believe our existing cash resources and net proceeds of $31.04 million received from the issuance of common stock under our at-the-market offering subsequent to* October 31, 2024,and if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations including uranium mining and our inventory purchase commitments for12* months from the date that these interim condensed consolidated financial statements are issued, including a $175 million cash acquisition of a portfolio of uranium projects from Rio Tinto America Inc. with closing expected to occur during the quarter ending* January 31, 2025.*Upon completion of the acquisition, the Company will replace approximately $25 million in surety bonds securing future reclamation costs relating to the project.

Our continuation as a going concern for a period beyond those12 months will be dependent upon our ability to achieve consistent positive cash flow from the sale of our uranium inventories and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financings in order to fund our operations, and this reliance is expected to continue for the foreseeable future. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in U.S. dollars. Accordingly, they donot include all of the information and footnotes required under U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form10-K for the year ended* July 31, 2024* (“Fiscal2024”). In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation have been made. Operating results for thethree months ended* October 31, 2024* arenot necessarily indicative of the results that* maybe expected for the fiscal year ending July 31, 2025* (“Fiscal2025”). All amounts in the tables are expressed in thousands of U.S. dollars unless otherwise stated.

Mineral Rights and Properties

We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine, Christensen Ranch Mine (collectively, the “ISR Mines”) and our Roughrider and Christie Lake Projects. We havenot established proven or probable reserves, as defined by the United States Securities and Exchange Commission (“SEC”) subpart1300 of Regulation S-K (“S-K1300”), through the completion of a “final” or “bankable” feasibility study for any of the uranium projects we operate, including our ISR Mines. Furthermore, we haveno present plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as our ISR Mines. As a result, and despite the fact that we commenced extraction of mineralized materials at our ISR Mines, we remain an Exploration Stage issuer, as defined by the SEC, and will continue to remain as an Exploration Stage issuer until such time proven or probable reserves have been established.

Since we commenced extraction of mineralized materials at our ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from our ISR Mines shouldnot in any way be associated with having established or produced from proven or probable reserves.

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as we exit the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities, such as drill programs to establish mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities and disposal wells, are expensed as incurred until such time that proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

Companies in the Production Stage, as defined by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. We are in the Exploration Stage which has resulted in our Company reporting larger losses than if it would have been in the Production Stage due to the expensing, instead of the capitalization of expenditures relating to ongoing mine development activities. Additionally, there would beno corresponding depletion allocated to future reporting periods of our Company since those costs had been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we would have been in the Production Stage. Any capitalized costs, such as acquisition costs of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, our consolidated financial statements* may**not* be directly comparable to the financial statements of companies in the Production Stage.

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Accounting PronouncementsNot Yet Adopted

In* November 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-07, Segment Reporting (Topic280*): Improvements to Reportable Segment Disclosures. This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under this ASU are also required for public entities with a single reportable segment. This ASU is effective for the Company’s Annual Report on Form10-K for the fiscal year ending* July**31,* 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures. This ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU will be effective for fiscal years beginning after* December 15, 2024.*The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In* March 2024,the FASB issued ASU2024*-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements. The effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. While the amendments arenot expected to result in significant changes for most entities, the FASB provided transition guidance since some entities could be affected. This ASU will be effective for fiscal years beginning after* December 15, 2024,*with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In* November 2024,the FASB issued ASU2024*-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses. This ASU requires public entities to disclose specified information about certain costs and expenses at each interim and annual reporting period, which includes amounts for inventory purchases, employee compensation, depreciation, intangible asset amortization, and expenses related to oil and gas activities. This ASU will be effective for fiscal years beginning after* December 15, 2026and interim periods beginning after December 15, 2027,*with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

As at* October 31, 2024*, we held 1,256,000 (* July 31, 2024*:1,466,000) pounds of purchased uranium concentrate inventory. Costs of inventories consist of the following:

As of* October 31, 2024*, our uranium inventory purchase commitments for the nextfive fiscal years are as the follows:

As of* October 31, 2024,we were committed to sell 600,000 pounds of uranium inventory in the amount of $49.75 million for delivery between November 2024to January 2025.*

Subsequent to* October 31, 2024*:

a) we sold 500,000 pounds of uranium inventory for $41.40 million at a weighted average price of $82.80 per pound; and

b) we entered into contracts to purchase 300,000 pounds of uranium inventory in the amount of $23.43 million at a weighted average price of $78.08 per pound, with delivery in* December 2024.*

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Mineral Rights

As at* October 31, 2024*, we own mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay. These mineral rights were acquired through staking, purchase or lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium. As of* October 31, 2024*, annual maintenance payments of approximately $5.93 million will be required to maintain these mineral rights.

As at* October 31, 2024*, the carrying value of our mineral rights and properties were as follows:

Mineral property expenditures recorded during the period are as follows:

Property, plant and equipment consists of the following:

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NOTE 6: RESTRICTED CASH

Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, and for estimated reclamation costs associated with our plants, processing facilities and various projects. Restricted cash will be released upon completion of reclamation of a mineral property or restructuring of a surety and collateral arrangement.

Cash, cash equivalents and restricted cash are included in the following accounts:

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. The maximum credit risk of these assets is the carrying amount less the amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. As of* October 31, 2024,approximately $180.0 million of our cash and cash equivalents are held in a single financial institution atone* of the largest banks in Canada and subject to concentration risk. The Company doesnot consider any of its financial assets to be impaired as of* October 31, 2024*.

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As at* October 31, 2024*, we owned 17,978,364 shares of Uranium Royalty Corp. ("URC"), representing a 14.4% (* July 31, 2024*:14.8%) interest in URC. In addition,two of our executive officers are members of URC’s board of directors. Furthermore,one of these executive officers also holds an executive position within URC. As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during thethree months ended* October 31, 2024*. Should URC’s outstanding options and warrants be fully exercised, the Company’s ownership interest would decrease from 14.4% to 13.1%. URC is a public company listed on the Toronto Stock Exchange with the trading symbol “URC” and on NASDAQ with the trading symbol “UROY”. As at* October 31, 2024*, the fair value of our investment in URC was approximately $49.98 million (* July 31, 2024*: $43.33 million).

As at* October 31, 2024*, we owned 50% of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”) acquired through our acquisition of UEX Corporation completed on* August 19, 2022 (*the “UEX Acquisition”). JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. The Company’s 50% interest in JCU is a joint venture, which is accounted for using the equity method.

We incurred $9 in exploration expenditures on behalf of JCU for thethree months ended* October 31, 2024*. As at* October 31, 2024*, the amount receivable from JCU totaled $5 (* July 31, 2024*: $6).

During thethree months ended* October 31, 2024*, the changes in carrying value of our equity-accounted investments are summarized as follows:

For thethree months ended* October 31, 2024and2023*, income (loss) from our equity-accounted investments consisted of the following:

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During thethree months ended* October 31, 2024*, the changes in our investments in equity securities are summarized as follows:

The cumulative revaluation adjustment since acquisition of the equity securities held as at* October 31, 2024* is a loss of $0.54 million.

Asset retirement obligations (“ARO”s) relate to future remediation and decommissioning activities for our plants, processing facilities and various projects, and are summarized as follows:

The estimated amounts and timing of cash flows and assumptions used for ARO estimates are as follows:

Our undiscounted amounts of estimated cash flows for the nextfive fiscal years and beyond are as follows:

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On* August 19, 2022,*the Company issued replacement warrants (each, a “Replacement Warrant”) in connection with the UEX Acquisition. The Replacement Warrants are accounted for as derivative liabilities as the exercise prices of the Replacement Warrants are denominated in Canadian dollars which differs from our functional currency.

As at* October 31, 2024*, there wereno Replacement Warrants outstanding. The movement in derivative liabilities during the period is as follows:

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Equity Financing

On* November 16, 2022,we filed a Form S-3 automatic shelf registration statement under the United States Securities Act of1933,* as amended (the “Securities Act”), which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for units which include common stock, debt securities, warrants or any combination thereof (the*“2022* Shelf”), which included an at-the-market offering agreement prospectus (the “ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $300 million under the2022 Shelf.

On* November 16, 2022,we also entered into an at-the-market offering agreement (the “ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the “ATM Managers”) as set forth in the ATM Offering Agreement under which we may,*from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million through the ATM Managers selected by us.

During thethree months ended* October 31, 2023*, we issued 10,770,000 of the Company’s common stock under the ATM Offering for gross cash proceeds of $57.57 million. The total issuance costs were $1.30 million, all of which were related to compensation paid to the ATM Managers.

During thethree months ended* October 31, 2024*, we issued 7,595,626 of the Company’s common stock under the ATM Offering for gross cash proceeds of $62.64 million. The total issuance costs were $1.41 million, all of which were related to compensation paid to the ATM Managers.

Subsequent to* October 31, 2024,*we issued 3,920,749 of the Company’s common stock under the ATM Offering for gross cash proceeds of $31.76 million. The total issuance costs were $0.71 million, all of which were related to compensation paid to the ATM Managers.

Share Purchase Warrants

A continuity schedule of our outstanding share purchase warrants for thethree months ended* October 31, 2024*, is as follows:

A summary of our share purchase warrants outstanding and exercisable as of* October 31, 2024*, is as follows:

During thethree months ended* October 31, 2024*, we received cash proceeds totaling $3.39 million from the exercise of share purchase warrants (three months ended* October 31, 2023:*$Nil).

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Stock Options

A continuity schedule of our outstanding stock options for thethree months ended* October 31, 2024*, is as follows:

The table below sets forth the number of shares issued and cash received upon exercise of our stock options:

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A continuity schedule of our outstanding unvested stock options as of* October 31, 2024*, and the changes during the period, is as follows:

During thethree months ended* October 31, 2024,we granted stock options under our2024* Stock Incentive Plan (the “Stock Incentive Plan”) toone of our officers to purchase an aggregate of24,415 shares of the Company which are subject to a24-month vesting provision whereby, at the end of each of thefirst 3 and 6 months after the grant date,12.5% of the total stock options become exercisable, and whereby at the end of each of 12, 18 and 24 months after the grant date,25% of the total stock options become exercisable.

For thethree months ended* October 31, 2024*, the fair value of the stock options granted was $4.09 per share and it was estimated at the date of grant using the Black-Scholes model with the following assumptions, which is level2 of the fair value measurement hierarchy:

As at* October 31, 2024*, the aggregate intrinsic value of all of our outstanding stock options was estimated at $23.47 million (vested: $20.39 million and unvested: $3.09 million). As at* October 31, 2024*, our unrecognized compensation cost related to unvested stock options was $1.55 million (* July 31, 2024:*$2.18 million), which is expected to be recognized over 1.06 years.

A summary of our stock options outstanding and exercisable as of* October 31, 2024*, is as follows:

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Restricted Stock Units

During thethree months ended* October 31, 2024,the Company granted 16,103 restricted stock units (“RSU”s) toone* of our officers under our Stock Incentive Plan. RSUs granted during the period have a vesting period ofthree years from the grant date, wherebyone-third of the RSUs will vest at the end of the first,second andthird year, respectively, from the date of grant. The fair value of these RSUs was determined using the share prices at the respective grant dates.

A summary of our outstanding and unvested RSUs as of* October 31, 2024*, is as follows:

During thethree months ended* October 31, 2024*, our stock-based compensation related to RSUs was $0.75 million (three months ended* October 31, 2023*: $0.44 million). As at* October 31, 2024*, our unrecognized compensation costs related to unvested RSUs totaled $3.77 million (* July 31, 2024:*$4.42 million), which is expected to be recognized over a period of approximately 1.68 years.

Performance Based Restricted Stock Units

During thethree months ended* October 31, 2024*, our stock-based compensation related to the amortization of performance based restricted stock units (each, a “PRSU”) totaled $0.29 million (three months ended* October 31, 2023*: $0.18 million). As at* October 31, 2024*, our unrecognized compensation costs related to unvested PRSUs totaled $2.45 million (* July 31, 2024:*$2.74 million), which is expected to be recognized over a period of approximately 2.31 years.

Stock-Based Compensation

A summary of our stock-based compensation expense for thethree months ended* October 31, 2024*, is as follows:

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The table below provides a breakdown of our sales and service revenue and cost of sales and service revenue:

The table below provides a breakdown of major customers:

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The following table reconciles the weighted average number of shares used in the calculation of our basic and diluted loss per share:

We currently operate infour reportable segments,three of which are focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates, plus a corporate and administrative segment.

Segment results for the prior periods have been updated to reflect the change in reportable segments. The tables below provide financial information relating to the Company’s segments. All intercompany transactions have been eliminated.:

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